Boardshttp://www.businessinsider.com/category/boards
en-usFri, 09 Dec 2016 10:33:24 -0500Fri, 09 Dec 2016 10:33:24 -0500The latest news on Boards from Business Insiderhttp://static3.businessinsider.com/assets/images/bilogo-250x36-wide-rev.pngBusiness Insiderhttp://www.businessinsider.com
http://www.businessinsider.com/paddle-boarders-encounter-blue-whale-2015-7These paddle boarders were just feet away from the largest animal on Earthhttp://www.businessinsider.com/paddle-boarders-encounter-blue-whale-2015-7
Sun, 05 Jul 2015 14:19:00 -0400Emma Fierberg and Associated Press
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<p class="embed-spacer">The blue whale is the largest animal to ever grace planet Earth. These paddle boarders off the coast of California had the privilege of being up close and personal with the dwindling species. There used to be 300,000 of these gargantuan creatures in the world and now there are only about 8,000. </p>
<div><em>Produced by Emma Fierberg. Video courtesy of Associated Press and Caters TV.</em></div>
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</div><p><a href="http://www.businessinsider.com/paddle-boarders-encounter-blue-whale-2015-7#comments">Join the conversation about this story &#187;</a></p> http://www.businessinsider.com/the-fed-keeps-crashing-bank-board-meetings-2015-3The Fed has basically infiltrated Wall Street board meetingshttp://www.businessinsider.com/the-fed-keeps-crashing-bank-board-meetings-2015-3
Tue, 31 Mar 2015 10:39:00 -0400Portia Crowe
<p><img style="float:right;" src="http://static1.businessinsider.com/image/551aac306da811563184d430-1200-924/lloyd-blankfein-james-dimon-john-mack-brian-moynihann-1.jpg" alt="Lloyd Blankfein James Dimon John Mack Brian Moynihann" border="0"></p><p>After the financial crisis, U.S. regulators were called out for not adequately supervising Wall Street management, and started to boost their oversight. Now, they're keeping an eye on the banks' board members, too.</p>
<p>The Fed and the OCC have started holding regular meetings with bank boards, reviewing minutes, and asking more and more questions of directors, <a href="http://www.wsj.com/articles/regulators-intensify-scrutiny-of-bank-boards-1427757247">The Wall Street Journal's <span class="name">Victoria McGrane and </span></a><span class="name"><a href="http://www.wsj.com/articles/regulators-intensify-scrutiny-of-bank-boards-1427757247">Jon Hilsenrath reported</a>. </span></p>
<p><span class="name">The idea is to monitor the boards' own oversight of management.</span></p>
<p><span class="name">At Morgan Stanley, for example, Fed representatives are allowed to participate in every board meeting&nbsp;<span class="st">–</span> at least for a portion of the meetings. JPMorgan Chase invites Fed supervisors to some meetings, while directors hold outside meetings with regulators as well. </span></p>
<p><span class="name">A Goldman Sachs director meets with Fed supervisors each month. And at Bank of America, one lead director makes monthly phone calls to regulators in addition to regular meetings in person. </span></p>
<p><span class="name">And those are just the usual talks. Then there are the special circumstances. After this month's bank stress tests, for example, Fed representatives held multiple conversations to discuss the results with directors, the Journal reported.</span></p>
<p><span class="name">Regulators say it's important for boards to understand the risks their companies take&nbsp;<span class="name"><span class="st">–</span></span> something that was missing in the years running up to the financial crisis.</span></p>
<p><span class="name">But some board members are not responding well. The American Association of Bank Directors said directors are afraid to stay on boards because of the increased responsibility and risk of personal liability. Other would-be board members aren't even joining in the first place. </span></p>
<p><span class="name">Those Fed officials can be pretty scary.<br></span></p>
<p><a href="http://www.wsj.com/articles/regulators-intensify-scrutiny-of-bank-boards-1427757247"></a><span class="name"><a href="http://www.wsj.com/articles/regulators-intensify-scrutiny-of-bank-boards-1427757247"><strong>Read the full story in The Wall Street Journa</strong></a><a href="http://www.wsj.com/articles/regulators-intensify-scrutiny-of-bank-boards-1427757247"><strong>l</strong><strong> »</strong></a><br></span></p><p><a href="http://www.businessinsider.com/the-fed-keeps-crashing-bank-board-meetings-2015-3#comments">Join the conversation about this story &#187;</a></p> <p>NOW WATCH: <a href="http://www.businessinsider.com/lowes-robots-help-in-big-store-aisles-2014-12">Lowe's Is Testing Robots That Could Solve The Most Annoying Thing About Big-Box Stores</a></p> http://www.businessinsider.com/ceo-guide-how-to-manage-your-board-2014-10Serial CEO Gives 10 Tips For Successfully Managing Your Board http://www.businessinsider.com/ceo-guide-how-to-manage-your-board-2014-10
Wed, 05 Nov 2014 12:11:00 -0500George Bell
<p><em><img style="float:right;" src="http://static1.businessinsider.com/image/5459346ceab8ea5440862da1-400-738/george bell_sidebar_04.png" border="0" alt="George Bell Sidebar modern pic">So you got funded and you're the CEO – oddly terrifying, really, that you should be so unprepared for the biggest job of your life. Here's the crash course you didn't know you needed.</em><span style="line-height: 1.5em;">&nbsp;</span></p>
<p>As CEO, the way you interact with your board members informs how they think of you as a leader, manager, and strategist. Yet most first-time CEOs run lousy board meetings, fail to set expectations with the board, and, worse, think of board gatherings as an obligatory penance for having raised money.<span style="line-height: 1.5em;">&nbsp;</span></p>
<p>You don't want to invite board skepticism because of a sloppy process. Here's how to handle your board and board meetings:<span style="line-height: 1.5em;">&nbsp;</span></p>
<h3>Schedule board meetings way ahead of time.</h3>
<p>For early-stage companies, schedule board meetings at two- to three-month intervals and for three hours. Get the meetings on your board's calendar one year in advance. Board members are busy, too. Unless you are shuttering or selling the company, last-minute requests for meetings drive them crazy.<span style="line-height: 1.5em;">&nbsp;</span></p>
<h3>Ask for your board's input.</h3>
<p>Two weeks before a board meeting, send an email to the board with a proposed agenda of no more than five to six topics, and ask for their feedback. You will rarely get any, but you are creating transparency and openness with them, which is critical to a healthy dialogue — and your success.<span style="line-height: 1.5em;">&nbsp;</span></p>
<h3>Set expectations.</h3>
<p>Board materials — decks, docs, whatever you want them to read — need to be in their inboxes three to five business days before the board meeting. Don't fire decks off last minute with the excuse that you were waiting for final figures, app downloads, or total number of granola bars consumed by employees last quarter.<span style="line-height: 1.5em;">&nbsp;</span></p>
<p>A board meeting is not final; it is directional. Metrics that are a week or two old are fine, if it serves your ability to get the materials out on time. In your cover email, ask board members to read everything before the meeting. That way, you won't have to run through decks slide by slide.<span style="line-height: 1.5em;">&nbsp;</span></p>
<h3>Focus on your concerns.</h3>
<p>Near the top of my board agenda, I lead with "What I Worry About," a single slide that summarizes my business anxieties. This does two things. First, it shows that you are focused on what can go wrong, since what goes right tends to take care of itself. Second, it brings the board members in on how you think about, and create context for, your business. (After you go public, this is a slide your lawyers will discourage you from writing, or at least want to rename.)<span style="line-height: 1.5em;">&nbsp;</span></p>
<p>Often, we spend 20 to 30 minutes on this one slide. And then, of course, the deck materials (financials, product reviews, competitive threats) can be referred to, since everyone is expected to have already read them. You see where this is going? You are beginning to manage your board.<span style="line-height: 1.5em;"></span></p>
<h3>Give your lieutenants airtime.</h3>
<p>During the board meeting, I like to have one to two presentations from senior team members on a critical initiative they've led. They will value the exposure to the board, and it's important for the board to see your team in action. It helps them evaluate the quality of their thinking, as well as the quality of your hiring. As a general rule, however, don't crowd the boardroom for too long.<span style="line-height: 1.5em;">&nbsp;</span></p>
<h3>Never invite consultants.</h3>
<p>Only under penalty of death should you have consultants come in to present. The lease on a new building, 409a valuations, the status of your audit — cover that stuff in committees or by email. None of those topics will drive the business, so you are wasting valuable board time.&nbsp;</p>
<h3>Don't whine.</h3>
<p>When things are not going well, don't talk about how hard it has been on you or your team. They pay you a lot of money, or they think they do, and you have a big job. Suck it up. Cry to your barista, not to the board.<span style="line-height: 1.5em;">&nbsp;</span></p>
<p><span style="line-height: 1.5em;"><img src="http://static3.businessinsider.com/image/54512a726bb3f7d07fdea9b2-1024-512/enterproid-first-board-meeting-1024x612-1.jpg" border="0" alt="Enterproid First Board Meeting 1024x612"></span></p>
<h3>Allow time for questions.</h3>
<p>Schedule 20 minutes for open discussion near the end, and excuse everyone except board members. Ask if the meeting hit the topics they thought were most important. Anything is fair game. Be open. Encourage them to speak their minds. Discourage back-channeling. Boards that require pre- and post-board powwows to discuss issues that they didn't want to bring up in the board meeting are already broken. Take notes on follow-ups, and summarize these briefly out loud.<span style="line-height: 1.5em;">&nbsp;</span></p>
<h3>Leave the room.</h3>
<p>The final agenda item is always the same – 15 minutes for the board to discuss anything it wants in private. Without you. Leave them on their own. This way, you force them to create feedback. Maybe they all stampede to the elevator. Fine, that means they feel comfortable and have no issues with you or the business. Maybe one of them gets appointed to give you feedback. Great. You have set a tone. You expect them to discuss you and the business in an open and unencumbered way as a part of every board meeting.<span style="line-height: 1.5em;">&nbsp;</span></p>
<h3>Keep the dialogue alive between meetings.</h3>
<p>Write a short note to the board every few weeks, or upon an important occasion, like a new hire, a key customer defection, or a piece of good or bad financial news. The tone is always of transparency and offering insights. Your VC board members sit on other boards. Small notices of your progress, or decline, are generally welcome.<span style="line-height: 1.5em;">&nbsp;</span></p>
<p>Many of my past board members, such as Vinod Khosla or Bill Helman, believe that not much of importance gets accomplished in board meetings. You are unlikely to change their minds, so budget time for these discussions.<span style="line-height: 1.5em;">&nbsp;</span></p>
<p>While some informal time with board members is a good idea, the quality of the board meetings and the dynamic of the discussion is yours to set. Generally I think of managing the board as equal to about one or one and half direct reports.<span style="line-height: 1.5em;"></span></p>
<p>While the above should help guide the tone and architecture of your board relationships, it doesn't address the content of the meetings. What you choose to prioritize and review with your board in many ways reveals how you think about your business. In the end, that is more important than anything.<span style="line-height: 1.5em;">&nbsp;</span></p>
<p><em><em>George Bell is a five-time CEO and an XIR at the Cambridge-based venture capital firm</em>&nbsp;</em><a href="http://www.generalcatalyst.com/"><em>General Catalyst Partners</em></a><em>.</em></p>
<h2>See more in the series:</h2>
<p><strong><a href="http://www.businessinsider.com/priorities-for-first-time-ceos-2014-10">Yours To Lose: 9 Top Priorities For First-Time CEOs</a></strong></p>
<p><strong><a href="http://www.businessinsider.com/new-ceo-guide-to-creating-annual-budget-2014-10"></a><strong><a href="http://www.businessinsider.com/priorities-for-first-time-ceos-2014-10">Yours To Lose:&nbsp;</a></strong><a href="http://www.businessinsider.com/new-ceo-guide-to-creating-annual-budget-2014-10">8 Rules For Creating An Annual Budget</a></strong></p>
<p><strong><a href="http://www.businessinsider.com/priorities-for-first-time-ceos-2014-10"></a><strong><a href="http://www.businessinsider.com/how-to-hire-exceptional-employees-2014-12"><strong>Yours To Lose:&nbsp;</strong>10 Rules For Hiring Exceptional Employees</a></strong>&nbsp;</strong></p>
<p><strong><a href="http://www.businessinsider.com/rules-for-firing-employees-2015-1"><strong>Yours To Lose: 10 Rules For Firing Employees With Dignity</strong></a></strong></p><p><a href="http://www.businessinsider.com/ceo-guide-how-to-manage-your-board-2014-10#comments">Join the conversation about this story &#187;</a></p> http://www.businessinsider.com/silicon-valley-and-gender-equality-twitter-2014-2This One Stat Shows Just How Far Behind Silicon Valley Is On Gender Equality http://www.businessinsider.com/silicon-valley-and-gender-equality-twitter-2014-2
Tue, 04 Feb 2014 16:49:38 -0500Lydia Dallett
<p><img style="float:right;" src="http://static2.businessinsider.com/image/52ebffb9ecad045c5c2368f0-480-/twitter-ipo-46.jpg" border="0" alt="Twitter IPO" width="480" /></p><p>What do the boards of directors of <a href="http://investor.tivo.com/phoenix.zhtml?c=106292&amp;p=irol-govBoard">TiVo</a>, <a href="http://investor.pandora.com/phoenix.zhtml?c=227956&amp;p=irol-govBoard">Pandora</a>, <a href="http://investor.cafepress.com/directors.cfm">CafePress</a>, <a href="http://www.intersil.com/en/about-intersil/board-of-directors.html">Intersil</a>, <a href="http://investor.zynga.com/directors.cfm">Zynga</a>, <a href="http://www.shutterfly.com/about/bio_list.jsp?esch=1">Shutterfly</a>, <a href="http://www.salesforce.com/company/leadership/board-of-directors/">Salesforce</a>, <a href="http://www.rovicorp.com/company/board-of-directors.html">Rovi</a>, <a href="https://www.coherent.com/Company/index.cfm?fuseaction=Forms.page&amp;PageID=21">Coherent</a>, <a href="http://www.thoratec.com/about-us/leadership.aspx">Thoratec</a>, and <a href="http://investors.linkedin.com/directors.cfm">LinkedIn</a> all have in common?</p>
<p>They all have just one woman director. And according to <a href="http://www.fenwick.com/FenwickDocuments/Gender_Diversity_Survey_2013_Proxy_Season_Results.pdf">a new study by tech-focused law firm Fenwick &amp; West</a>, this collection is just the tip of <a href="http://100percentmen.tumblr.com/">a very large iceberg</a>.</p>
<p>Using data collected from the 1996 to 2013 proxy seasons, Fenwick &amp; West tracked the number of women serving on boards and executive management teams of companies in the Silicon Valley 150 index. The results were astonishing.</p>
<p><strong>In the 2013 proxy season,</strong> <strong>more than 80% of Silicon Valley 150 companies had only one woman director or none at all.</strong></p>
<p>And we're not just talking about four-person startups; the average number of employees in these 150 companies is 8,500.</p>
<p>Check it out:</p>
<p><img src="http://static5.businessinsider.com/image/52e6d00269bedd081b9b1ef9-1200-706/women-directors-fenwick-sv150.jpg" border="0" alt="Women directors fenwick SV150" width="680" /></p>
<p>Comparatively, 98% of companies in the S&amp;P 100 &mdash; which average 170,000 employees each &mdash; had at least one female director, and almost 70% had between two and three.</p>
<p><img src="http://static5.businessinsider.com/image/52e6d026ecad0436049b1efc-1200-600/women-directors-2013-proxy-s-and-p.jpg" border="0" alt="Women directors 2013 proxy S and P" width="688" /></p>
<p>The report optimistically notes that there was a general upward trend over the survey period: between 1996 and 2013, the rate of women board directors grew 320% in the SV 150 and 80% in the S&amp;P 100.</p>
<p>But as Vivek Wadhwa, a fellow at Stanford University&rsquo;s Rock Center for Corporate Governance who is writing a book on women in tech,&nbsp;pointed out in an email to Business Insider, Silicon Valley's higher growth rates signify just how much room they have to grow to reach gender equity on boards.</p>
<p>The report notes that one factor in these skewed distributions is the board's size. S&amp;P 100 companies tend to have more women directors than SV 150 companies in absolute terms: The S&amp;P 100 average is 2.4 women, compared to the SV 150 average of 0.8.</p>
<p>But the difference is slightly less pronounced when measured as a percentage of the total number of directors: The S&amp;P 100 average is 19.9% of directors, and the SV 150 average is 9.1%.&nbsp;</p>
<p><span style="line-height: 1.5em;"><img src="http://static2.businessinsider.com/image/52ebfb9d6bb3f763242368f1-1200-858/distribution-board-size-fenwick-west.jpg" border="0" alt="distribution board size fenwick west" width="680" /><span style="line-height: 1.5em;">Yet if the recent&nbsp;</span><a href="http://www.newyorker.com/online/blogs/currency/2013/12/why-one-female-board-member-isnt-enough.html">brouhaha</a><span style="line-height: 1.5em;"> over Twitter's decision to go public with an entirely male board is any indication, it's clear that there is more keeping women from executive boardrooms than simply the size of the company. (Twitter appointed Marjorie Scardino to its board soon after it went public.&nbsp;</span><a href="http://www.newyorker.com/online/blogs/currency/2013/12/why-one-female-board-member-isnt-enough.html">Although as Vauhini Vara notes,</a><span style="line-height: 1.5em;"> having one woman on a board of eight is hardly something to write home about.)</span></span></p>
<p>In the past two years, the debate over women in tech and the "brogrammer culture" has exploded, fueled by <a href="https://www.google.com/url?sa=t&amp;rct=j&amp;q=&amp;esrc=s&amp;source=web&amp;cd=3&amp;cad=rja&amp;ved=0CEIQFjAC&amp;url=http%3A%2F%2Fwww.nytimes.com%2F2012%2F06%2F03%2Ftechnology%2Flawsuit-against-kleiner-perkins-is-shaking-silicon-valley.html&amp;ei=vePrUryrEYHJsQSZ34KwDA&amp;usg=AFQjCNEmcJvlS_Yi4FrDIElhHp8thCLdEw&amp;sig2=Oa1xX3g1mNmFQMBrtUV1hQ&amp;bvm=bv.60444564,d.cWc">sexual harassment lawsuits</a> against <a href="http://venturebeat.com/2013/03/08/happy-international-womens-day-heres-an-ugly-new-sexual-harassment-lawsuit-in-silicon-valley/">prominent Silicon Valley VCs</a>, <a href="http://adainitiative.org/2014/01/guest-post-conference-codes-of-conduct-as-seen-from-your-world-and-mine/">accusations of sexism</a>&nbsp;at tech conferences, and recent data suggesting that despite the prevalence of coding programs aimed at girls and women, only <a href="https://docs.google.com/spreadsheet/ccc?key=0AlZH8QBl60oodEJTdFA5TlZOcDJCMU02RkZoSHF5SHc#gid=0">12.9% of Silicon Valley engineers</a> are women.</p>
<p>Before Twitter hired Scardino to its board, Glimpse Labs CEO Elissa Shevinsky&nbsp;<a href="http://www.businessinsider.com/dont-blame-twitter-for-its-all-male-board--blame-silicon-valley-2013-10">argued</a>&nbsp;that companies like Twitter are stymied by a lack of qualified female candidates&nbsp;and would hire more women executives if they could find them. She also said&nbsp;<span style="line-height: 1.5em;">that women board members are only valuable if they "have&nbsp;expertise in running a large public company." </span></p>
<p><span style="line-height: 1.5em;">However, this idea has been refuted by a</span><span style="line-height: 1.5em;">&nbsp;</span><a href="http://bluesky.chicagotribune.com/chi-insight-tech-startups-board-gender-diversity-bsi-news,0,0.story">study by the Credit Suisse Research Institute</a>,<span style="line-height: 1.5em;">&nbsp;which looked at 2,360 public companies and found that over six years the share price of large-capitalization companies with at least one woman on the board outperformed companies with no women on their boards by 26%. More compellingly, they found that it was the presence of the women at the table &mdash; "not necessarily the performance of the minority individuals" themselves &mdash; that enhanced the result. "The majority group improves its own performance in&nbsp;response to minority involvement," the report reads.</span></p>
<p>While Fenwick &amp; West's findings are frankly abysmal, Wadhwa believes that the climate in Silicon Valley is getting better for women, albeit slowly. He cites three reasons for his optimism:&nbsp;</p>
<ul>
<li><span style="line-height: 1.5em;">"The cost of developing technology is dropping dramatically, so </span><a href="http://blog.pitchbook.com/women-taking-a-growing-share-of-venture-capital/">venture capital</a><span style="line-height: 1.5em;"> has become irrelevant."</span></li>
<li><span style="line-height: 1.5em;">"Women are becoming more confident and assertive &mdash; particularly the next generation."</span></li>
<li><span style="line-height: 1.5em;">"Women are networking and helping each other, [and] men are mentoring women."</span></li>
</ul>
<p>Given the cultural, reputational, and financial benefits of having a more diverse board, in addition to&nbsp;<a href="https://www.google.com/url?sa=t&amp;rct=j&amp;q=&amp;esrc=s&amp;source=web&amp;cd=3&amp;cad=rja&amp;ved=0CEUQFjAC&amp;url=http%3A%2F%2Fwww.girlswhocode.com%2F&amp;ei=aP7rUu7eDJbUsASm4YDAAw&amp;usg=AFQjCNH-jVSzWPOZfElMZTM0qlTo07sTkA&amp;sig2=XySKyRaugoMQnEyw-7O94A&amp;bvm=bv.60444564,d.cWc">increased efforts</a> to get women into computer science and engineering courses early, Wadhwa believes the upward trend found in Fenwick &amp; West's study will continue in Silicon Valley.</p>
<p>But as&nbsp;Maria Klawe, president of&nbsp;Harvey Mudd College and&nbsp;a board member at&nbsp;Microsoft, <a href="http://bluesky.chicagotribune.com/chi-insight-tech-startups-board-gender-diversity-bsi-news,0,0.story">told Reuters</a>:&nbsp;"The companies that want to do it will do it. Those who don't will not.&nbsp;<span style="line-height: 1.5em;">This stuff doesn't happen by chance."</span></p><p><strong>SEE ALSO:&nbsp;<a href="http://www.businessinsider.com/we-need-more-women-in-tech-the-data-prove-it-2013-10" >We Need More Women In Tech: The Data Prove It</a></strong></p>
<p><a href="http://www.businessinsider.com/silicon-valley-and-gender-equality-twitter-2014-2#comments">Join the conversation about this story &#187;</a></p> http://www.businessinsider.com/shareholder-director-exchange-2014-2A New Group Has Declared War On The Carl Icahns Of The Worldhttp://www.businessinsider.com/shareholder-director-exchange-2014-2
Mon, 03 Feb 2014 10:13:00 -0500Linette Lopez
<p><img style="float:right;" src="http://static2.businessinsider.com/image/52efb000ecad04bb5223f0ea-480-/carl-icahn-32.png" border="0" alt="Carl Icahn" width="480" /></p><p>Investors and boards all over corporate America are tired of getting kicked around by activist hedge fund managers who buy up shares in their companies and starting shaking things up.</p>
<p>So they're fighting back against that influence, reports <a href="http://dealbook.nytimes.com/2014/02/02/unlikely-allies-seek-to-check-power-of-activist-hedge-funds/?_php=true&amp;_type=blogs&amp;_r=0">David Gelles at The New York Times.</a></p>
<p>An alliance of board members from companies like Hertz and Coca-Cola, big investors like BlackRock and Vanguard, and corporate advisers have formed what they're calling the <a href="http://www.SDXprotocol.com">Shareholder-Director Exchange (SDX).</a><br /><br />The aim of the group is to give companies the tools they need to take on activist fund managers and win. If all works as planned, the SDX will have created the model for how it's done.</p>
<p>Over the last year it has worked on developing a contingency plan for institutional investors and board members to start a dialogue in activist situations.</p>
<p><a href="http://dealbook.nytimes.com/2014/02/02/unlikely-allies-seek-to-check-power-of-activist-hedge-funds/?_php=true&amp;_type=blogs&amp;_r=0">From the NYT:</a></p>
<p style="padding-left: 30px;">&ldquo;When Carl Icahn shows up in Apple and sends a tweet, Apple stock goes into turmoil,&rdquo; said Declan Kelly, chief executive of Teneo, a consulting firm that helped organize the exchange. &ldquo;That means shareholders are disconnected enough from the board&rsquo;s message that they are responding to a 140-character message and not trusting Apple&rsquo;s directors. It&rsquo;s not healthy for the financial system.&rdquo;</p>
<p>With this set of protocols (that a board can voluntarily adopt or not), investors and board members can discuss issues like governance, long term plans/strategy and more. It can also be a forum for negotiation between board members and shareholders.</p>
<p>Or &mdash; in the event that a certain hedge fund manager(s) takes an interest in your company &mdash; a way for board members and shareholders to talk about presenting a united front.</p>
<p><a href="http://dealbook.nytimes.com/2014/02/02/unlikely-allies-seek-to-check-power-of-activist-hedge-funds/?_php=true&amp;_type=blogs&amp;_r=0">Head to the NYT for the full report&gt;</a></p>
<p>And check out SDX's press release below:</p>
<p style="padding-left: 30px;">Leading Public Company Directors and Institutional Investors Join to Launch SDX - the Shareholder-Director Exchange</p>
<p style="padding-left: 30px;">SDX - A Protocol for Connecting Shareholders and Board Members</p>
<p style="padding-left: 30px;">Available at www.SDXprotocol.com</p>
<p style="padding-left: 30px;">NEW YORK, Feb. 3, 2014 /PRNewswire/ -- A working group of leading public company directors, institutional investors and the advisory firms Tapestry Networks, Inc., Cadwalader, Wickersham &amp; Taft LLP and Teneo Holdings, LLC together with Broadridge Financial Solutions, Inc., today announced the launch of SDX &ndash; the Shareholder-Director Exchange. SDX is the collective best thinking of a broad group of leading corporate governance practitioners on why, how, and when boards and institutional investors should engage directly with each other. Although the SDX Protocol can be used in the context of a corporate crisis, it is intended to be a broader template for discussing and addressing corporate issues in the normal course of business.</p>
<p style="padding-left: 30px;">"Market conditions as well as an increasing focus on better and more effective governance practices have demonstrated the necessity of direct communication between directors and shareholders," said Bonnie Hill, Director, AK Steel Holding Corp., California Water Service Group, The Home Depot, and Yum! Brands. "There is a growing call for directors to engage directly with shareholders, but until now, the circumstances and conditions under which that engagement should take place have been unclear. The SDX Protocol was developed in partnership with investors and directors to help navigate these uncharted waters."</p>
<p style="padding-left: 30px;">"When boards want to know the views of their shareholders, they should go direct to the source," said Michelle Edkins, Managing Director, Global Head of Corporate Governance &amp; Responsible Investment at BlackRock. "Similarly, as a long-term investor, we believe there are issues on which only a director can credibly provide the company viewpoint. The direct board to shareholder engagement proposed in the SDX protocol will help build mutual understanding on key governance matters when necessary and appropriate."</p>
<p style="padding-left: 30px;">Both investors and directors are realizing significant value from direct engagement. Engagement improves transparency, mutual understanding, and the overall quality of governance in the market. Engagement can also reduce transaction and friction costs.</p>
<p style="padding-left: 30px;">"Interactions between boards and shareholders of all types need to be rethought with an eye toward developing a common perspective on long-term value creation," said James C. Woolery, Deputy Chairman of Cadwalader, Wickersham &amp; Taft LLP. "SDX will help boards and shareholders demystify the engagement process, and make sure it works effectively for both parties."</p>
<p style="padding-left: 30px;">"In today's market environment, boards that are not communicating with their investors on a continuing basis risk making themselves vulnerable to activists who will exploit the vacuum that is created," said Declan Kelly, Chairman and CEO of Teneo Holdings. "Engagement as envisioned in SDX &ndash; where the decision to engage is made in consultation with or at the request of management &ndash; is a powerful tool to deploy."</p>
<p style="padding-left: 30px;">"Historically in the US, the benefits of engagement have been understated, and the costs and risks inflated," said Anthony Goodman, partner at Tapestry Networks. "There are very few elections where dialogue between the elected and the electorate is positively discouraged. The right sort of director-shareholder engagement can help each group do its job better. SDX is about helping that happen."</p>
<p style="padding-left: 30px;">"Broadridge commends the working group for its care and insight in creating the Protocol," said Richard J. Daly, CEO Broadridge. "The working group noted that the Protocol is adaptable by companies and directors for their engagement with all shareholders. In this regard, technology can be essential to eliminating the element of surprise that may occur from one year to the next in director elections and votes on pay plans and other matters."</p>
<p style="padding-left: 30px;">"Engagement with the companies in which the Vanguard funds invest has long been one of the central tenets of our approach to governance and long-term value creation for our clients," said Glenn Booraem, Principal &amp; Fund Controller, Vanguard. "The SDX Protocol represents best practices of leading companies and investors, and it presents these practices in a way that fosters greater dialogue among market participants for the benefit of all investors."</p>
<p style="padding-left: 30px;">"The rules of engagement between boards and shareholders are changing, and SDX addresses head-on the challenges that are top of mind for directors," said Linda Fayne Levinson, Director, Hertz, Ingram Micro, Jacobs Engineering Group, NCR, and Western Union. "The SDX Protocol's ten points will be a powerful reference for directors who want to understand the 'how' of engagement. I look forward to seeing how boards and investors will make use of SDX for deeper and more productive engagement."</p>
<p style="padding-left: 30px;">SDX was developed after a comprehensive series of interviews and meetings led by Tapestry Networks. More than 30 directors, institutional investors, and corporate governance thought leaders were interviewed as part of SDX. A group of 17 leading investors and directors served on the working group that developed the protocol:</p>
<p style="padding-left: 30px;">Glenn Booraem, Principal and Fund Controller, VanguardLes Brun, Director, Automatic Data Processing, Inc., Broadridge Financial Solutions, MerckStu Dalheim, Vice President, Shareholder Advocacy, Calvert InvestmentsMichelle Edkins, Managing Director and Global Head of Corporate Governance and Responsible Investment, BlackRockTim Goodman, Associate Director and Head of North American Engagement, Hermes EOSBonnie Hill, Director, AK Steel Holding Corp., California Water Service Group, The Home Depot, and Yum! BrandsMichele Hooper, Director, National Association of Corporate Directors, PPG Industries, and United Health GroupLabe Jackson, Director, JPMorgan Chase and Co.Andrew Letts, Managing Director and Head of Corporate Governance, State Street Global AdvisorsLinda Fayne Levinson, Director, Hertz, Ingram Micro, Jacobs Engineering Group, NCR, and Western UnionMike McCauley, Senior Officer, Investment Programs &amp; Governance, State Board of Administration of FloridaEileen Mercier, Director, Intact Financial Corp., Ontario Teachers' Pension Plan, Teekay Shipping Corp., and the University Health NetworkThomas Mistele, Director, Chief Operating Officer, Senior Counsel, and Secretary, Dodge &amp; Cox, San FranciscoTom O'Neill, Director, Archer Daniels Midland, NASDAQ OMX Group, Inc., and MisonixNathan Partain, President and Chief Investment Officer, Duff &amp; Phelps Investment Management Co.; Director, Otter Tail Corp.Debra Perry, Director, Korn/Ferry International and PartnerReRich Roedel, Director, IHS, Inc., Lorillard, Inc., Luna Innovations Inc., and Six Flags Entertainment Corp.</p><p><a href="http://www.businessinsider.com/shareholder-director-exchange-2014-2#comments">Join the conversation about this story &#187;</a></p> http://www.businessinsider.com/these-50-companies-have-zero-women-on-their-boards-2013-12These 48 Major US Companies Have Zero Women On Their Boardshttp://www.businessinsider.com/these-50-companies-have-zero-women-on-their-boards-2013-12
Tue, 10 Dec 2013 11:15:00 -0500Vivian Giang
<p><img style="float:right;" src="http://static6.businessinsider.com/image/52a652d26da8119c691c4c61-480-/business-woman-22.jpg" border="0" alt="business woman" width="480" /></p><p>Women may make up nearly 50% of the workforce, but many of the most&nbsp;<span>powerful and influential companies in the U.S. have yet to make meaningful moves to advance women into top leadership positions.&nbsp;</span></p>
<p><span style="font-size: 15px; line-height: 1.5em;">For eight consecutive years, there has been no significant uptick in corporate board seats held by women in the Fortune 500, <a href="http://catalyst.org/knowledge/2013-catalyst-census-fortune-500-women-board-directors" target="_blank">reports a new study by Catalyst</a>, the <span>nonprofit&nbsp;</span>research organization</span><span style="font-size: 15px; line-height: 1.5em;">.</span></p>
<p>"The rate of growth of women on boards is glacial. It's simply unacceptable," Daniel F. Akerson, CEO of General Motors, said to the audience at a recent gathering of the Women's Forum of New York at the New York Stock Exchange.</p>
<p>For its part, GM has several women installed on its board and <a href="http://www.businessinsider.com/report-gm-to-name-mary-barra-as-its-next-ceo-2013-12" target="_blank">recently tapped Mary Barra</a> to be its next and first-ever female CEO.&nbsp;<span style="font-size: 15px; line-height: 1.5em;">"If you're a senior executive, put it right at the CEO's table," said<span>&nbsp;Akerson.</span></span></p>
<p><span style="font-size: 15px; line-height: 1.5em;"></span><span style="font-size: 15px; line-height: 1.5em;">In 2013, 922 board seats were held by women, compared to 4,524 seats held by men. That means women held just 16.9% of these influential positions this year, which barely budged from the 16.6% they held in 2012. </span></p>
<p><span style="font-size: 15px; line-height: 1.5em;">The low representation of women on boards has been and continues to be a major problem in the U.S., says Catalyst.&nbsp;</span><span style="font-size: 15px; line-height: 1.5em;">Today, less than one-fifth of big companies have at least 25% of women on their boards.</span></p>
<p>The lack of progress for women in these leadership positions may affect how well companies perform,&nbsp;<span>since&nbsp;</span><a href="http://catalyst.org/knowledge/bottom-line-corporate-performance-and-womens-representation-boards">studies</a><span>&nbsp;show that Fortune 500 companies with the highest percentage of women board members financially outperform firms with the lowest percentage. Despite this performance advantage, however, there</span><span style="font-size: 15px; line-height: 1.5em;">&nbsp;are still 48 companies on the Fortune 500 with zero women on their boards, according to data provided by the U.S. Securities and Exchange Commission, which looked at board members as of June 30, 2013.</span></p>
<p><span style="font-size: 15px; line-height: 1.5em;">The list below, provided by Catalyst, reveals the biggest companies in the U.S. with no women on their boards:</span></p>
<p><strong>INTL FCStone</strong><br />Total Board Seats: 11<br />Industry: Finance and Insurance</p>
<p><strong>CHS</strong><br />Total Board Seats: 17<br />Industry: Agriculture, Forestry, and Fishing</p>
<p><strong>Supervalu</strong><br />Total Board Seats: 9<br />Industry: Retail Trade</p>
<p><strong>PBF Energy</strong><br />Total Board Seats: 9<br />Industry: Manufacturing (Nondurable Goods)</p>
<p><strong>HollyFrontier</strong><br />Total Board Seats: 11<br />Industry: Manufacturing (Nondurable Goods)</p>
<p><strong>National Oilwell Varco</strong><br />Total Board Seats: 8<br />Industry: Manufacturing (Durable Goods)</p>
<p><strong>Freeport-McMoRan Copper &amp; Gold</strong><br />Total Board Seats: 15<br />Industry: Mining, Quarrying, and Oil and Gas Extraction</p>
<p><strong>Global Partners</strong><br />Total Board Seats: 8<br />Industry: Wholesale Trade</p>
<p><strong>Energy Transfer Equity</strong><br />Total Board Seats: 6<br />Industry: Retail Trade</p>
<p><strong>Icahn Enterprises</strong><br />Total Board Seats: 7<br />Industry: Management of Companies and Enterprises</p>
<p><strong>Aramark<br /></strong><span>Total Board Seats: 3<br /></span><span>Industry: Accommodations and Food Services</span></p>
<p><strong>Navistar International</strong><br />Total Board Seats: 10<br />Industry: Manufacturing (Durable Goods)</p>
<p><strong>Chesapeake Energy</strong><br />Total Board Seats: 8<br />Industry: Mining, Quarrying, and Oil and Gas Extraction</p>
<p><span><strong>EOG Resources</strong><br /></span><span style="line-height: 1.5em;">Total Board Seats: 7<br /></span><span style="line-height: 1.5em;">Industry: Mining, Quarrying, and Oil and Gas Extraction</span></p>
<p><strong>Las Vegas Sands</strong><br />Total Board Seats: 10<br />Industry: Accommodations and Food Services</p>
<p><strong>First Data</strong><br />Total Board Seats: 4<br />Industry: Finance and Insurance</p>
<p><strong>Leucadia National</strong><br />Total Board Seats: 13<br />Industry: Management of Companies and Enterprises</p>
<p><strong>Caesars Entertainment</strong><br />Total Board Seats: 11<br />Industry: Accommodations and Food Services</p>
<p><strong>Sonic Automotive</strong><br />Total Board Seats: 9<br />Industry: Retail Trade</p>
<p><strong>Cameron International</strong><br />Total Board Seats: 11<br />Industry: Manufacturing (Durable Goods)</p>
<p><strong>Republic Services</strong><br />Total Board Seats: 10<br />Industry: Administrative &amp; Support, Waste Management &amp; Remediation Services</p>
<p><strong>HD Supply</strong><br />Total Board Seats: 10<br />Industry: Wholesale Trade</p>
<p><strong>Spectrum Group International</strong><br />Total Board Seats: 7<br />Industry: Administrative &amp; Support, Waste Management &amp; Remediation Services</p>
<p><strong>Charter</strong><br />Total Board Seats: 11<br />Industry: Information</p>
<p><strong>Fidelity National Financial</strong><br />Total Board Seats: 10<br />Industry: Finance and Insurance</p>
<p><strong>Precision Castparts</strong><br />Total Board Seats: 9<br />Industry: Manufacturing (Durable Goods)</p>
<p><strong>Visteon</strong><br />Total Board Seats: 7<br />Industry: Manufacturing (Durable Goods)</p>
<p><strong>Core-Mark Holding</strong><br />Total Board Seats: 9<br />Industry: Wholesale Trade</p>
<p><strong>Jarden</strong><br />Total Board Seats: 9<br />Industry: Wholesale Trade</p>
<p><strong>NuStar Energy</strong><br />Total Board Seats: 6<br />Industry: Manufacturing (Nondurable Goods)</p>
<p><strong>Level 3 Communications</strong><br />Total Board Seats: 15<br />Industry: Information</p>
<p><strong>EMCOR Group</strong><br />Total Board Seats: 10<br />Industry: Construction</p>
<p><strong>CC Media Holdings</strong><br />Total Board Seats: 13<br />Industry: Information</p>
<p><strong>NetApp</strong><br />Total Board Seats: 10<br />Industry: Manufacturing (Durable Goods)</p>
<p><strong>Seaboard</strong><br />Total Board Seats: 5<br />Industry: Finance and Insurance</p>
<p><strong>CF Industries Holdings</strong><br />Total Board Seats: 8<br />Industry: Manufacturing (Nondurable Goods)</p>
<p><strong>General Cable</strong><br />Total Board Seats: 6<br />Industry: Manufacturing (Durable Goods)</p>
<p><strong>Shaw Group</strong><br />Total Board Seats: 8<br />Industry: Construction</p>
<p><strong>Expeditors</strong><br />Total Board Seats: 9<br />Industry: Transportation and Warehousing</p>
<p><strong>Fidelity National Information Services</strong><br />Total Board Seats: 9<br />Industry: Information</p>
<p><strong>Live Nation</strong><br />Total Board Seats: 10<br />Industry: Arts, Entertainment, and Recreation</p>
<p><strong>Joy Global</strong><br />Total Board Seats: 8<br />Industry: Manufacturing (Durable Goods)</p>
<p><strong>MRC Global</strong> <br />Total Board Seats: 12<br />Industry: Wholesale Trade</p>
<p><strong>Susser Holdings</strong><br />Total Board Seats: 6<br />Industry: Retail Trade</p>
<p><strong>Avaya</strong><br />Total Board Seats: 7<br />Industry: Manufacturing (Durable Goods)</p>
<p><strong>MetroPCS Communications</strong><br />Total Board Seats: 6<br />Industry: Information</p>
<p><strong>YRC Worldwide</strong><br />Total Board Seats: 9<br />Industry: Transportation and Warehousing</p>
<p><strong>Nash-Finch</strong><br />Total Board Seats: 6<br />Industry: Wholesale Trade</p>
<p class="p1"><em>**In an earlier version of this post, we incorrectly listed L-3 Communications and HCA Holdings, who had female board members before the cutoff date, but wasn't represented in the SEC filings used for this list.</em></p><p><strong>SEE ALSO:&nbsp;<a href="http://www.businessinsider.com/fortune-500-companies-with-women-on-boards-2013-12" >Only 7 Of The Fortune 500 Companies Have Boards That Are At Least 40% Women</a></strong></p>
<p><a href="http://www.businessinsider.com/these-50-companies-have-zero-women-on-their-boards-2013-12#comments">Join the conversation about this story &#187;</a></p> http://www.businessinsider.com/urban-puts-ceos-wife-on-board-2013-6Urban Outfitters' First Female Board Member Is The CEO's Wife http://www.businessinsider.com/urban-puts-ceos-wife-on-board-2013-6
Tue, 04 Jun 2013 18:25:33 -0400Ashley Lutz
<p><img style="float:right;" src="http://static6.businessinsider.com/image/51ae656b69bedd0d7900000b-400-/urban-outfitters-corporate-office.jpg" border="0" alt="urban outfitters corporate office" width="400" /></p><p>Urban Outfitters' choice for its first female board member is raising some eyebrows.&nbsp;</p>
<p>Margaret Hayne, wife of CEO Richard Hayne, is joining the hipster brand's board, <a href="http://www.buzzfeed.com/sapna/the-family-ties-that-bind-urban-outfitters">reports Gretchen Morgenson</a> at The New York Times.&nbsp;</p>
<p>The company had been criticized by investors for not being diverse enough, according to Morgenson.&nbsp;</p>
<p>New York state Comptroller Thomas DiNapoli told the Times that the appointment of Hayne's wife doesn't solve the diversity problem on boards.&nbsp;</p>
<p><span>&ldquo;To nominate someone who is also a long-term employee, an insider and married to the CEO and chairman doesn&rsquo;t pass the smell test of really trying to find someone that adds to diversity and is going to be an independent voice," DiNapoli said.&nbsp;</span></p>
<p>Sapna Maheshwari at Buzzfeed <a href="http://www.buzzfeed.com/sapna/the-family-ties-that-bind-urban-outfitters">points out</a> that Margaret, who is president of Urban Outfitters' sister store Free People, makes&nbsp;<span>$451,038 a year.&nbsp;</span></p>
<p><span>"The fact that the&nbsp;first female ever&nbsp;to be named to the board of Urban Outfitters was chief executive Richard Hayne&rsquo;s wife should not be shocking at all," <a href="http://www.buzzfeed.com/sapna/the-family-ties-that-bind-urban-outfitters">Maheshwari writes</a>. "The free-spirited hipster clothing company has been quietly run like a family commune for years."</span></p>
<p><span><span>Their son David is also an executive at the brand, and makes $414,912 annually, according to Maheshwari.&nbsp;</span></span></p><p><strong>SEE ALSO:&nbsp;<a href="http://www.businessinsider.com/warby-parker-showroom-in-soho-2013-4" >Take A Tour Of Warby Parker's Hip Eyeglass Showroom ></a></strong></p>
<p><a href="http://www.businessinsider.com/urban-puts-ceos-wife-on-board-2013-6#comments">Join the conversation about this story &#187;</a></p> http://www.businessinsider.com/corporate-sustainability-korea--a-review-of-the-solability-2013-survey-2013-2Korea's Chaebols Are A Corporate Governance Fiascohttp://www.businessinsider.com/corporate-sustainability-korea--a-review-of-the-solability-2013-survey-2013-2
Fri, 15 Feb 2013 09:02:00 -0500GMI Ratings
<p style="text-align: justify;"><em>By&nbsp;Kap Su Sol,&nbsp;Research Analyst</em></p>
<p>The latest annual corporate sustainability <a href="http://solability.com/pdfs/ESG%20Korea_2013.pdf?utm_source=SolAbility+Research&amp;utm_campaign=c9204031ad-ESG_2013_12_6_2013&amp;utm_medium=email">survey</a> of South Korea published by SolAbility is an interesting read. It rightly points to the interplay between South Korea&rsquo;s nominally comprehensive, but ultimately loophole-ridden regulatory framework and the pervasive power of the country&rsquo;s family-controlled conglomerates, or chaebols.</p>
<p>According to the SolAbility survey, most respondents single out CEOs and top management as the key driver of sustainability. What is notable by its absence is mention of the role of corporate boards. However, this is not a surprise. Thanks to their own political and economic clout and existing regulatory ambiguities, the chaebols, can dodge regulatory efforts and outside pressure to strengthen sustainability initiatives.</p>
<p>Though it is legally required of public corporations to fill half their boards with outside directors, current regulations do not draw a clear distinction between an &ldquo;outside&rdquo; versus an &ldquo;independent&rdquo; director. As a result, chaebols can still fill their boardrooms with what are essentially management allies. The result is that corporate leadership, the majority of who are scions of the chaebols&rsquo; founding families, do not have a strong incentive to initiate sustainability practices because of the lack of public accountability. Additionally, the ambiguous Korean regulatory climate and poor enforcement regime remain road blocks.</p>
<p>A case in point is the recent fatal gas leak at a semiconductor plant of <a class="hidden_link" href="http://www.businessinsider.com/blackboard/samsung">Samsung</a> Electronics Co., Ltd. On Jan. 27-28, Samsung, the world&rsquo;s largest memory chip maker, concealed two separate leaks of hydrofluoric acid gas from authorities for 26 hours until a contract worker died from exposure and three others were injured. The incident revealed that Samsung had been outsourcing safety management of the acid to a contractor who in turn outsourced parts of its job to a spin-off. Samsung did not immediately report the leaks because it did not want to get stripped by the government of a higher environmental/safety rating, which had been exempting the company from more rigorous safety inspections.</p>
<p>In all fairness, the progress South Korea has made in corporate governance and sustainability should not be downplayed. The term &ldquo;corporate governance&rdquo; only came into the country&rsquo;s lexicon in the late 1990s when the country began to restructure its economy amid the Asian financial crisis. The concept of &ldquo;sustainability&rdquo; is still in its infancy. However, the world&rsquo;s 11th largest economy has yet to fully develop its own ESG identity. Good corporate governance and sustainability are inseparable. For South Korea, improving public accountability of corporate boards and strengthening the regulatory landscape is a good start towards achieving corporate sustainability gains.</p>
<p style="text-align: justify;"><span style="line-height: 1.5em; text-align: left;">The post </span><a href="http://www3.gmiratings.com/home/2013/02/corporate-sustainability-korea-a-review-of-the-solability-2013-survey/">Corporate Sustainability Korea &ndash; A review of the SolAbility 2013 survey</a><span style="line-height: 1.5em; text-align: left;"> appeared first on </span><a href="http://www3.gmiratings.com/home">GMI Ratings</a><span style="line-height: 1.5em; text-align: left;">.</span></p>
<p><strong>Read more posts on <a href="http://www3.gmiratings.com/category/blog/corporate-governance/">GMI Ratings &raquo;</a></strong></p><p><a href="http://www.businessinsider.com/corporate-sustainability-korea--a-review-of-the-solability-2013-survey-2013-2#comments">Join the conversation about this story &#187;</a></p> http://www.businessinsider.com/women-with-finance-skills-have-advantage-for-board-jobs-2012-12Women With Finance Skills Have A Much Easier Time Landing Board Seatshttp://www.businessinsider.com/women-with-finance-skills-have-advantage-for-board-jobs-2012-12
Tue, 25 Dec 2012 13:37:00 -0500Louisa Peacock
<div class="firstPar">
<p><img style="float:right;" src="http://static3.businessinsider.com/image/50d888c6ecad044c3a000012-399-299/woman-working-powerful-executive-office.png" border="0" alt="woman, working, powerful, executive, office" />Almost half of female executive directors are financially qualified, while 65 percent have a financial background, the study shows. This compares to just 26 percent of their male colleagues being financially qualified and 44 percent having a financial background, the report from Cranfield School of Management shows.</p>
</div>
<div class="secondPar">
<p>More than half of new female, non-executive director appointments have a functional background in finance, suggesting that women with a finance background are at a distinct advantage when it comes to applying for board roles over men, the study, seen by&nbsp;<a href="http://jobs.telegraph.co.uk/">Telegraph Jobs</a>,&nbsp;shows.</p>
</div>
<div class="thirdPar">
<p>A slew of recent studies have research the barriers women face to reaching the top, but the latest Cranfield study aims to show what helps to facilitate female board representation.</p>
</div>
<div class="fourthPar">
<p>Helen Brand, chief executive of the Association of Chartered Certified Accountants, which carried out the research with Cranfield, said: &ldquo;What we have sought to understand through this study is why the finance function is such a springboard for women. We are seeing a time of change when it comes to women&rsquo;s representation in the boardroom."</p>
</div>
<div class="fifthPar">
<p>Ms Brand pointed out that since spring 2011, when the Davies review on women on boards was published, there has been a 5 percent increase of women's representation in the boardroom - equal to the entire increase over the previous decade.</p>
</div>
<div class="body">
<p>More than half of the women appointed in this period have a functional background in finance and the proportion is even higher for female executive directors, at 65 percent.</p>
<p>Dr Ruth Sealy, deputy director of the&nbsp;<a href="http://www.som.cranfield.ac.uk/som/Research">Cranfield International Centre for Women Leaders</a>&nbsp;and co-author of the report, added: &ldquo;A certain level of financial acumen is necessary for all board directors. But for women, having a finance qualification or functional background helps to break down some persistent stereotypes about women&rsquo;s competence, giving them credibility, legitimacy and a common language that allows them to join the conversation of the boards.&rdquo;</p>
<p>However, although the report shows that finance is a clear career path for women to reach the top, does the latest study also reveal that chairmen are simply not casting the net wider in the search for female board directors?</p>
<p>A key point of the Davies review asked FTSE 100 boards to consider employing women from different backgrounds - not just finance - to ensure that there is diverse representation on boards. Lord Davies, the former minister who wrote the report, said companies should look at women from educational, academic and public sector backgrounds as well as those with corporate experience.</p>
<p>The latest Cranfield study suggests that most chairmen would rather recruit from finance pools, which is good news for women (and men) with finance backgrounds, but less good news for those with a range of other skills.</p>
<p>A separate report by Cranfield showed&nbsp;<a href="http://www.telegraph.co.uk/finance/jobs/9714692/Female-executive-appointments-static-raising-concerns-over-women-on-boards-pipeline.html">the number of female executives on boards has barely risen in two years since the Davies review.</a></p>
<p>The studies come as the Department for Business Select Committee debates the barriers to women's progress, in its new&nbsp;&ldquo;<a href="http://www.parliament.uk/business/committees/committees-a-z/commons-select/business-innovation-and-skills/inquiries/parliament-2010/women-in-the-workplace/">women in the workplace</a>&rdquo;&nbsp;inquiry.</p>
<p>According to Steve Moxon, a&nbsp;<a href="http://stevemoxon.blogspot.co.uk/">self-described academic</a>&nbsp;and author, one of the key reasons women will never succeed at the top in a corporate environment is because both sexes&nbsp;<a href="http://www.telegraph.co.uk/finance/jobs/9727773/Sexual-display-around-board-table-is-why-women-wont-succeed-MPs-told.html">interact through sexual display around the board table</a>,&nbsp;which leads to the demise of the female of the species.</p>
<p>This mating ritual is the main reason why most women will never&nbsp;<a href="http://www.telegraph.co.uk/women/womens-business/9722602/Secret-diary-How-I-will-boost-the-number-of-women-on-my-board.html">succeed at the top</a>&nbsp;in a workplace, he claims. It is also the reason why listed companies will only ever have a ratio of male to female board members at around 10:1, or so he claims, rendering it pointless that government tries to boost the ratio to 50:50.</p>
<p><strong>NOW READ: <a href="http://www.businessinsider.com/carol-bartz-on-bad-bosses-2012-12">CAROL BARTZ: What I Wish I Could Tell My 30-Year-Old Self</a></strong></p>
</div><p><a href="http://www.businessinsider.com/women-with-finance-skills-have-advantage-for-board-jobs-2012-12#comments">Join the conversation about this story &#187;</a></p> http://www.businessinsider.com/number-of-women-leaders-will-equal-men-in-2085-2012-11It Will Take 73 Years For There To Be An Equal Number Of Men And Women Leadershttp://www.businessinsider.com/number-of-women-leaders-will-equal-men-in-2085-2012-11
Tue, 11 Dec 2012 15:14:00 -0500Melissa Stanger
<p><img style="float:right;" src="http://static2.businessinsider.com/image/50b90356ecad047b4800001d-481-360/take-your-daughter-to-work-day-dress-up.png?maxX=400" border="0" alt="Take your daughter to work day, dress up" width="400" /></p><p>It will take more than 70 years for there to be the same number of women as men in leadership roles.&nbsp;</p>
<p>At the current rate of growth, this number will not be on par until the year 2085, a<span>ccording to&nbsp;</span><a href="http://www.prnewswire.com/news-releases/study-highlights-the-current-state-of-women-in-leadership-179143171.html">a new study</a><span>&nbsp;by the Women&rsquo;s College at the University of Denver in conjunction with the White House Project.</span></p>
<p>The study said that although women are consistently outperforming their male counterparts<strong>, </strong>they're not being recognized for senior leadership positions as often as men.</p>
<p>"The reasons have to do with unconscious bias, the persistence of exclusionary networks and opportunities, and work-family barriers," Deborah Rhode, director of the Stanford Center on the Legal Profession <a href="http://www.thedailybeast.com/newsweek/2012/03/04/the-stubborn-gender-gap.html">told The Daily Beast.</a> <strong>"While we&rsquo;ve made enormous progress in encouraging women to assume traditional men&rsquo;s roles, we haven&rsquo;t made comparable progress in encouraging men to take on traditional women&rsquo;s roles."</strong></p>
<p>"You still find men much less likely to take time out of the work force to assume primary responsibility for child care, elder care and dealing with emergencies. Even high-achieving women are still assuming the major responsibility in the home for family, and that limits their progress in the world outside the family."</p>
<p>We asked Tiffani Lennon, Chair of the Law &amp; Society Department at the Women's College and research lead on the study how she and her team arrived at this date.&nbsp;</p>
<p>&ldquo;The research organization <a href="http://www.catalyst.org/press-release/60/catalyst-releases-2006-census-of-women-in-fortune-500-corporate-officer-and-board-positions">Catalyst assessed</a> that for women on boards, it will be about 73 years to be on par with men, and I looked at that and began to calculate, not just women on business boards and in Fortune 500 companies, but across all sectors,&rdquo; Lennon says. &ldquo;This is assuming that everything stays the same and the growth in women&rsquo;s leadership continues along the same track that it&rsquo;s been for 30 years. So I took that 30 year trend and I applied those trends in the future. And it&rsquo;s pretty much true across the board, and in some cases, that&rsquo;s pretty conservative.&rdquo;</p>
<p>Lennon hopes that the study empowers and ignites people to speed up the rate of growth of women in leadership roles.&nbsp;She says one step in the right direction is to <strong>"ensure that your [company's] promotional practices are based upon performance,"</strong> as opposed to more subjective measures.</p>
<p>"Everybody wins. And quite frankly, I think we would see a tremendous jump in women leaders since the data shows that women are outperforming men."</p><p><a href="http://www.businessinsider.com/number-of-women-leaders-will-equal-men-in-2085-2012-11#comments">Join the conversation about this story &#187;</a></p> http://www.businessinsider.com/gmi-ratings-update--duke-energy-corporation-2012-7Duke Energy Could Be Wrecked By Governance Problemshttp://www.businessinsider.com/gmi-ratings-update--duke-energy-corporation-2012-7
Mon, 30 Jul 2012 22:25:00 -0400GMI Ratings
<p><img style="float:right;" src="http://static4.businessinsider.com/image/4e6e4a0eecad042b54000064-400-/duke-energy.jpg" border="0" alt="duke energy" width="400" /></p><p>A <a href="http://www.sec.gov/Archives/edgar/data/1326160/000089882212000348/duke8kbody.htm">Friday SEC filing</a> saw the resignation of two more Duke Energy Corp. (DUK) directors, the latest development since a surprising board coup led to the July 2nd removal of CEO Bill Johnson. The retirees, John D. Baker II and Theresa M. Stone, were legacy Progress Energy directors, and each was candid about recent developments as they left.</p>
<p>In addition to suggesting a change a leadership, Mr. Baker <a href="http://www.sec.gov/Archives/edgar/data/1326160/000089882212000348/resignation171.htm">added</a>&nbsp;that actions by Duke&rsquo;s board members &ldquo;have revealed serious issues in Duke&rsquo;s corporate governance practices and procedures&rdquo;.</p>
<p>Ms. Stone was <a href="http://www.sec.gov/Archives/edgar/data/1326160/000089882212000348/resignation172.htm">more specific</a> when recalling the July 2nd meeting: &ldquo;No notice had been given to the six Progress independent directors who had joined the combined company Board that a change in the CEO position would be an agenda item at that Meeting; and no written materials had been, or were, provided at the Meeting to support removing Bill &hellip; the sole reason, given repeatedly by Ms. Gray was Bill&rsquo;s leadership style.&rdquo; The resignations of Mr. Baker and Ms. Stone from Duke&rsquo;s board leaves just four Progress Energy legacy directors as opposed to 11 from Duke Energy.</p>
<p>When we covered this story on July 10, CEO James Rogers was in the midst of questioning from the North Carolina Utilities Commission (&ldquo;the Commission&rdquo;) over his installment as CEO and the board&rsquo;s abrupt loss of confidence in Mr. Johnson.</p>
<p>Though the board <a href="http://www.tampabay.com/news/business/energy/nc-hearings-begin-into-controversial-dukeprogress-merger/1241102">reportedly</a>&nbsp;came up with five reasons to oust Mr. Johnson, including the Crystal River nuclear power plant that could cost more than <a href="http://www.newsobserver.com/2012/07/19/2207970/johnson-duke-board-had-change.html">$1 billion</a> to repair, departing director Theresa Stone added that &ldquo;The Legacy Duke Directors, with Ms. Gray as their spokesperson, gave no reasons other than perceived leadership style. Subsequent to the announcement of Bill&rsquo;s removal, additional concerns about Bill have been expressed by Legacy Duke Board members. However, none of those concerns was raised for discussion with the Legacy Progress Board Directors either in the eighteen months between the signing of the merger agreement and its closing or in the Meeting of July 2 where he was removed.&rdquo;</p>
<p>At the time of Mr. Rogers&rsquo; hearing, the Commission requested additional materials from Duke Energy and on Friday, they <a href="http://www.bizjournals.com/charlotte/blog/power_city/2012/07/regulators-give-duke-energy-more-time.html">reportedly</a>&nbsp;gave the company another week to come up with more than three years of company documents and e-mails concerning the merger and removal of Mr. Johnson as CEO.</p>
<p>The Commission has a number of disciplinary options to explore if they determine the board&rsquo;s conduct in the merger was illicit, such as imposing regulatory conditions on the company, nullifying the merger altogether, or forcing a replacement of James Rogers as CEO. It could take <a href="file:///C:\Users\drallis\AppData\Local\Microsoft\Windows\Temporary%20Internet%20Files\Content.Outlook\AF5KISN4\Determining%20whether%20the%20public%20and%20regulators%20were%20misled%20about%20the%20terms%20of%20the%20utility%20merger">months</a>&nbsp;to determine whether the public and regulators were misled about the terms of the utility merger.</p>
<p>In addition, a litigation swarm has set in over the last few weeks. A shareholder <a href="http://www.reuters.com/article/2012/07/17/us-duke-lawsuit-idUSBRE86G0ZK20120717">lawsuit</a>&nbsp;filed on July 17 alleges that &ldquo;The director defendants&rsquo; conspiracy and tactics have had a devastating effect on Duke&rsquo;s credibility,&rdquo; in addition to noting that the board&rsquo;s removal of Mr. Johnson led rating agencies to cut the company&rsquo;s debt rating. A week later, a class action lawsuit was announced on behalf of those who bought stock between June 28, 2012 and July 9, 2012.</p>
<p>On July 26, another firm <a href="http://www.businesswire.com/news/home/20120725006803/en/Glancy-Binkow-Goldberg-LLP-Announces-Investigation-Duke">announced</a>&nbsp;a similar class action investigation in which &ldquo;directors misrepresented and failed to disclose material adverse facts in connection with the Merger.&rdquo; The same day, shareholder rights firm Gilman Law LLP announced their own <a href="http://www.investment-losses.com/tags/breach-of-fiduciary-duty/">investigation</a> &ldquo;concerning potential breach of fiduciary duty claims&rdquo;.</p>
<p>Furthermore, concerns that the board coup may led to credit rating cuts have already materialized. Standard &amp; Poor&rsquo;s lowered Duke Energy&rsquo;s credit rating <a href="http://www.washingtonpost.com/business/standard-and-poors-lowers-duke-energy-credit-rating-citing-lack-of-transparency-on-ceo-switch/2012/07/25/gJQAlaj59W_story.html">five days ago</a>, citing &ldquo;the utility&rsquo;s lack of transparency in connection with the hiring of a new CEO and the consequences of that decision.&rdquo; The downgrade statement also included concerns over &ldquo;two rate-case increases in North Carolina as well as questions about a Florida nuclear power plant which has been out of service since August 2009.&rdquo; Duke Energy also announced the closing of two coal power plants last <a href="http://dealbook.nytimes.com/2012/07/27/protesting-coup-at-duke-energy-2-board-members-step-down/">Friday</a>.</p>
<p>As <a href="http://realmoney.thestreet.com/articles/07/27/2012/not-all-utility-dividends-are-alike">this</a>&nbsp;article from <em>Real Money</em> points out, it wasn&rsquo;t just Standard &amp; Poor&rsquo;s that downgraded Duke Energy, but <a class="hidden_link" href="http://www.businessinsider.com/blackboard/ubs">UBS</a> and Moody&rsquo;s as well. The article points out how Duke&rsquo;s dividend yield of 4.54% is too high, about 15% higher than the average utility yield, signaling &ldquo;higher-than-average risk.&rdquo; The article points out that additional bad news could mean a loss of principal for investors, and that more bad news was likely coming.</p>
<p><a class="hidden_link" href="http://www.businessinsider.com/blackboard/jeff-williams">Jeff Williams</a> on <em>Seeking Alpha</em> <a href="http://seekingalpha.com/article/761091-duke-energy-inside-the-numbers">wrote</a>&nbsp;this morning on Duke Energy&rsquo;s financial health. He established through a set of profitability metrics&mdash;including Operating Cash Flow, Return on Assets, Net Income, and Quality of Earnings&mdash;that the company was currently financially healthy. However, there is no way to calculate the degree of catastrophe potentially resulting from the Commission&rsquo;s investigation.</p>
<p>As the country&rsquo;s largest utility, Duke Energy has become increasingly dependent on government regulations, with state limits on how much Duke Energy can charge customers. The merger only introduced additional state regulators into the mix and these investigations have the potential to create a stricter regulatory environment for Duke Energy, potentially damaging credibility and profitability.</p>
<p>Duke has a D on its corporate governance overall. Its financial statements reflect an <a href="http://r20.rs6.net/tn.jsp?e=001c1Wxm8r6QIAiGqoszyf1HZTsbBQt6ZJ15AIxfQfK4c8TVbx-t48R0EFiZ-UIzEQjqFg9knaPK3vthn8qGLVqDf7ac6YndrtOhYzAaASGNzrh0JbLycVau16po6GC6DTYxbQdYZekF9lSvW1nQ6YUAgeiSTQEf3n227mRas5BS3hJNOUFyhc6YQ==" target="_blank">AGR</a> score of 47, indicating higher accounting and governance risk than 53% of companies.</p>
<p>&nbsp;</p>
<p><strong>Read more posts on <a href="http://www3.gmiratings.com/category/blog/corporate-governance/">GMI Ratings &raquo;</a></strong></p><p><a href="http://www.businessinsider.com/gmi-ratings-update--duke-energy-corporation-2012-7#comments">Join the conversation about this story &#187;</a></p> http://www.businessinsider.com/joint-ceo-chairmen-get-paid-more-2012-6CEOs Who Also Serve As Chairmen Are Robbing Their Shareholders Blindhttp://www.businessinsider.com/joint-ceo-chairmen-get-paid-more-2012-6
Fri, 01 Jun 2012 13:01:00 -0400Gus Lubin
<p><img style="float:right;" src="http://static5.businessinsider.com/image/4f0e21c069bedd3d5400001e/jamie-dimon.jpg" border="0" alt="Jamie Dimon" /></p><p>Everyone says you should not let the CEO&mdash;who is supposed to be held in check by the board&mdash;become the chairman of the board.</p>
<p>The Council of Institutional Investors has <a href="http://www.cii.org/IndependentBoardChair">"long advocated" that boards be chaired by independent directors</a> except in very limited circumstances.</p>
<p>GMI Ratings, a governance research firm, has identified joint CEO/Chairmen as a factor with a <a href="http://www3.gmiratings.com/">significant correlation to accounting risk</a>.</p>
<p><strong>And yet 61 percent of US-listed companies over $20 billion in market cap have a joint CEO/Chairman, according to GMI Ratings CEO James Kaplan.</strong></p>
<p>So what evidence is there that joint CEO/Chairman are bad? We asked GMI Ratings to see how joint CEO/Chairman compensation compares to other management structures.</p>
<p><strong>GMI Ratings found it is much cheaper to pay a separate CEO and a separate chairman even when their compensation is summed.</strong></p>
<p><strong>Joint CEO/Chairman receive 80 percent more in total compensation than mere CEOs.</strong></p>
<p><strong>Joint CEO/Chairmen receive 51 percent more in total compensation than separate CEOs plus separate chairmen.</strong></p>
<p>In short, when one person controls the two most powerful positions in a corporation, he pays himself a huge bonus. And this structure is in place in a majority of major corporations, including AT&amp;T, <a href="http://www.businessinsider.com/blackboard/jp-morgan" class="hidden_link">JP Morgan</a>, <a href="http://www.businessinsider.com/blackboard/pfizer" class="hidden_link">Pfizer</a>, <a href="http://www.businessinsider.com/blackboard/philip-morris" class="hidden_link">Philip Morris</a>, Coca-Cola and <a href="http://www.businessinsider.com/blackboard/wells-fargo" class="hidden_link">Wells Fargo</a> (which, by the way, are six corporations that received F grades for accounting risk from GMI Ratings).</p>
<p>"Do we really believe the combined chair is worth 80% more because they are doing two jobs. Actually they are being paid for doing both poorly," Kaplan said in an email.</p>
<p>Check out the findings:</p>
<p><img src="http://static2.businessinsider.com/image/4fc8eb756bb3f7421c00000c/chart.jpg" border="0" alt="chart" /></p>
<h2><a href="http://www.businessinsider.com/10-companies-with-huge-management-red-flags-2012-2">Now check out 10 companies with huge management red flags &gt;</a></h2><p><a href="http://www.businessinsider.com/joint-ceo-chairmen-get-paid-more-2012-6#comments">Join the conversation about this story &#187;</a></p> http://www.businessinsider.com/disgraced-ex-yahoo-ceo-scott-thompson-loses-another-board-job-2012-5Disgraced Ex-Yahoo CEO Scott Thompson Loses Another Board Job (YHOO)http://www.businessinsider.com/disgraced-ex-yahoo-ceo-scott-thompson-loses-another-board-job-2012-5
Mon, 21 May 2012 08:25:11 -0400Jay Yarow
<p><img style="float:right;" src="http://static6.businessinsider.com/image/4fa98625eab8eac25800000a/yahoo-ceo-scott-thompson.jpg" border="0" alt="Yahoo CEO Scott Thompson" /></p><p>The <a href="http://www.businessinsider.com/chart-of-the-day-yahoo-stock-under-scott-thompson-2012-5">fall from grace for ex-Yahoo CEO Scott Thompson</a> continues this morning.</p>
<p>He is stepping down from the board of enterprise data company Splunk.</p>
<p>On Friday it was announced that he was <a href="http://www.businessinsider.com/scott-thompson-just-lost-another-job-that-paid-him-a-quarter-of-million-a-year-2012-5">stepping down from the board of F5 Networks</a>.</p>
<p>That means in just about a week he lost his job as CEO of Yahoo, as well as two board positions.</p>
<p>He's still on the board subscription billing startup <a class="hidden_link" href="http://www.businessinsider.com/blackboard/zuora">Zuora</a>. For now.</p>
<p><strong>Don't Miss: <a href="http://www.businessinsider.com/scott-thompson-yahoo-thyroid-cancer-2012-5">The Real Reason Yahoo Fired Thompson</a></strong></p><p><a href="http://www.businessinsider.com/disgraced-ex-yahoo-ceo-scott-thompson-loses-another-board-job-2012-5#comments">Join the conversation about this story &#187;</a></p> http://www.businessinsider.com/scott-thompson-yahoo-thyroid-cancer-2012-5Here's The Real Reason Scott Thompson Got The Boot From Yahoo (YHOO)http://www.businessinsider.com/scott-thompson-yahoo-thyroid-cancer-2012-5
Sat, 19 May 2012 18:22:00 -0400Owen Thomas
<p><img style="float:right;" src="http://static1.businessinsider.com/image/4f61e7f569bedd7458000037/scott-thompson.jpg" border="0" alt="scott thompson" /></p><p>The <em><a href="http://www.businessinsider.com/blackboard/new-york-times" class="hidden_link">New York Times</a></em> has <a href="http://www.nytimes.com/2012/05/19/business/the-undoing-of-scott-thompson-at-yahoo-common-sense.html">uncovered some more of the mysteries</a> surrounding former <a href="http://www.businessinsider.com/blackboard/paypal" class="hidden_link">PayPal</a> executive Scott Thompson's messy departure as CEO.</p>
<p>Thompson left the company after activist investor Dan Loeb revealed that Thompson didn't have the computer-science degree his official bio in <a href="http://www.businessinsider.com/blackboard/sec" class="hidden_link">SEC</a> filings listed.</p>
<p>Among the key revelations:</p>
<ul>
<li>Thompson had asked top <a href="http://www.businessinsider.com/blackboard/yahoo" class="hidden_link">Yahoo</a> executives to pledge their support to him. At least one flat-out refused and told coworkers about Thompson's request. That conversation made its way up to the board. That executive wasn't named, but his identity should be a fun guessing game for Yahoos.</li>
</ul>
<ul>
<li>A <a href="http://allthingsd.com/20120509/technations-gunn-says-she-and-yahoo-ceo-talked-about-their-cs-degrees-before-2009-show-video-and-audio/">2009 NPR interview with Thompson</a> discovered by AllThingsD editor Kara Swisher played a key role in the board's deliberations.&nbsp;As Swisher reported, Thompson answered a question from the host about his supposed computer-science degree not by correcting her but by saying his background as an engineer began in college. The board listened to the whole interview.</li>
</ul>
<ul>
<li>A statement by Heidrick &amp; Struggles that Thompson's attempt to blame the executive-search firm for his falsified r&eacute;sum&eacute; was "verifiably not true" was "the final straw" for the board.</li>
</ul>
<ul>
<li>Thompson had told the board he was having minor surgery weeks before the r&eacute;sum&eacute; scandal exploded. But he never told them it was for thyroid cancer.</li>
</ul>
<ul>
<li>The Friday before Thompson was terminated, he texted and called Yahoo board member and <a href="http://www.businessinsider.com/blackboard/intuit" class="hidden_link">Intuit</a> CEO <a href="http://www.businessinsider.com/blackboard/brad-smith" class="hidden_link">Brad Smith</a> and pulled him out of a board meeting. He told Smith that the surgery had been for thyroid cancer and that medication he was taking might make him groggy. That's more or less how he let the board know he was willing to go.</li>
</ul>
<ul>
<li>The next day, Smith and another board member, former <a href="http://www.businessinsider.com/blackboard/ebay" class="hidden_link">eBay</a> executive Maynard Webb, visited Thompson to tell him he was out. Thompson mostly talked about his ongoing medical treatments.&nbsp;</li>
</ul>
<p>The <em>Times</em> story still leaves lots of mysteries about Thompson's departure and its future under interim CEO <a href="http://www.businessinsider.com/blackboard/ross-levinsohn" class="hidden_link">Ross Levinsohn</a> and a shaken-up board.</p>
<p>One of them centers around Maynard Webb. He's a well-qualified board member, having been COO of eBay and CEO of outsourcing startup <a href="http://www.businessinsider.com/blackboard/liveops" class="hidden_link">LiveOps</a>, where he's still chairman. But he was pretty clearly brought on the board as a Thompson ally when he joined in February. Besides their working relationship at eBay, Thompson was previously an advisor to Webb Investment Network, Webb's seed-stage venture-capital fund.</p>
<p>Webb was also one of the directors <a href="http://www.marketwatch.com/story/third-point-llc-letter-to-yahoo-begins-process-under-delaware-law-to-obtain-books-and-records-relating-to-ceo-scott-thompson-and-new-directors-vetting-processes-2012-05-07">whose appointment Loeb had questioned</a> in his fight with Yahoo.</p>
<p>Now they'll both be serving on the board together.</p>
<p>That should be fun.</p><p><a href="http://www.businessinsider.com/scott-thompson-yahoo-thyroid-cancer-2012-5#comments">Join the conversation about this story &#187;</a></p> http://www.businessinsider.com/scott-thompson-just-lost-another-job-that-paid-him-a-quarter-of-million-a-year-2012-5Disgraced Ex-Yahoo CEO Scott Thompson Just Lost Another High-Profile Jobhttp://www.businessinsider.com/scott-thompson-just-lost-another-job-that-paid-him-a-quarter-of-million-a-year-2012-5
Fri, 18 May 2012 15:34:00 -0400Julie Bort
<p><img style="float:right;" src="http://static1.businessinsider.com/image/4f7c4b2f69bedd192e000000/scott-thompson-yahoo.jpg" border="0" alt="scott thompson yahoo" /></p><p>Poor <a href="http://www.businessinsider.com/blackboard/scott-thompson-1" class="hidden_link">Scott Thompson</a>.</p>
<p>Network equipment maker F5 just announced that Thompson is off its board, effective immediately, according to <a href="http://www.sec.gov/Archives/edgar/data/1048695/000119312512239362/d336785d8k.htm">a filing with the SEC</a>. No explanation was given.</p>
<p>F5 is a public company and <a href="http://www.sec.gov/Archives/edgar/data/1048695/000119312512022002/d256109ddef14a.htm#tx256109_7">it paid Thompson $271,069 last year</a> between cash and stock (and <a href="http://www.sec.gov/Archives/edgar/data/1048695/000095012311005147/v57769dedef14a.htm#006">$260,516 in 2010</a>). Thompson has been a director with F5 since 2008.</p>
<p>That wasn't Thompson's only advisory gig. <a href="http://zuora.com/company/">Zuora's web site</a> still proudly proclaims him as a board member.&nbsp; <a href="http://www.businessinsider.com/blackboard/zuora" class="hidden_link">Zuora</a> is a cloud startup that does billing for other cloud companies and <a href="http://www.businessinsider.com/17-enterprise-startups-to-bet-your-career-on-2012-5">has been kicking butt lately.</a> We've asked Zuora to confirm that Thompson is still on its board, and haven't heard back yet.</p>
<p>UPDATE: Thompson is also still listed as a board member for Splunk, a big data company <a href="http://www.businessinsider.com/splunk-the-first-ipo-from-an-enterprise-big-data-company-has-gone-crazy-2012-4">that went public last month</a>. </p>
<p>Thompson left his job as CEO of <a href="http://www.businessinsider.com/blackboard/yahoo" class="hidden_link">Yahoo</a> earlier this month amidst a scandal over a degree about his academic credentials. He had been in the job for four months. We also learned that he's been diagnosed with thyroid cancer.</p>
<p>That four-month stint netted Thompson $7 million, between a signing bonus and stock awards, <a href="http://www.businessinsider.com/yahoo-scott-thompson-severance-7-million-2012-5">we reported earlier.</a> So losing his director job at F5 won't sting his pocketbook TOO much.</p><p><a href="http://www.businessinsider.com/scott-thompson-just-lost-another-job-that-paid-him-a-quarter-of-million-a-year-2012-5#comments">Join the conversation about this story &#187;</a></p> http://www.businessinsider.com/kleiner-perkins-didnt-want-ray-lane-to-become-so-involved-in-hp-2012-4Kleiner Perkins Didn't Want Ray Lane To Become So Involved In HP (HPQ)http://www.businessinsider.com/kleiner-perkins-didnt-want-ray-lane-to-become-so-involved-in-hp-2012-4
Thu, 05 Apr 2012 13:39:58 -0400Julie Bort
<p><img style="float:right;" src="http://static4.businessinsider.com/image/4e61032349e2ae885300009f/hp-chairman-ray-lane.jpg" border="0" alt="HP Chairman Ray Lane" /></p><p>HP's Executive Chairman Ray Lane says he took on a bigger day-to-day role at HP even though his partners at <a class="hidden_link" href="http://www.businessinsider.com/blackboard/kleiner-perkins">Kleiner Perkins</a> Caufield &amp; Byers didn't want him to.</p>
<p>He told the story of how he went from chairman to executive chairman during the OnDemand 2012 conference held this week in Cupertino, <a href="http://www.eweek.com/c/a/IT-Management/HP-Chairman-Lane-Says-HP-Will-Look-More-Often-to-Startups-for-Innovation-682623/">reports eWeek. </a></p>
<p>Lane said he "provoked" <a class="hidden_link" href="http://www.businessinsider.com/blackboard/meg-whitman">Meg Whitman</a> into taking the CEO job and that Whitman begged Lane to help her because she didn't know as much about software, services and the enterprise as he did.</p>
<p>"I talked to my partners [at Kleiner Perkins Caufield &amp; Byers] and they didn't like the idea, but I said, 'You know what, this is a really good idea. I will do whatever will support Meg.' Whether it's 10 percent or 30 percent of my time&mdash;I gave her a cap. I said I'll do anything you ask me to do, but I'll also provide some advice you didn't ask for as well. And I think it's worked out well," Lane told eWeek.</p>
<p>The jury is still out on if it working. <a href="http://www.businessinsider.com/why-hp-really-needs-a-ceo-succession-plan-2012-3">Employees are disturbed</a> that the company has not cultivated many home-grown leaders in the decade since <a class="hidden_link" href="http://www.businessinsider.com/blackboard/carly-fiorina">Carly Fiorina</a> lead, and worry that HP has lost its "HP Way." HP was the Valley's original "do no evil" company. Investors aren't convinced either. HP's stock has been trading in the mid $20s, falling steadily from the low $50s over the last two years.</p>
<p>Lane himself was an outsider to HP when he hired Whitman. He had only been on the HP board for about a year. When Whitman became CEO, Lane became executive chairman and got <a href="http://www.businessinsider.com/hp-paid-ray-lane-10-million-more-than-other-directors-2012-2#ixzz1rBXNpmPc">a pretty sweet compensation deal</a>.&nbsp; While total compensation for other board members topped out at about $350,000, Lane was paid $10.6 million in 2011, including $8.4 million in stock awards and nearly $2.2 million in options.</p><p><a href="http://www.businessinsider.com/kleiner-perkins-didnt-want-ray-lane-to-become-so-involved-in-hp-2012-4#comments">Join the conversation about this story &#187;</a></p> http://www.businessinsider.com/facebook-attacked-for-no-woman-on-its-board-2012-4Facebook Is Under Attack For Not Having A Woman On Its Board Of Directorshttp://www.businessinsider.com/facebook-attacked-for-no-woman-on-its-board-2012-4
Thu, 05 Apr 2012 11:24:56 -0400Julie Bort
<p><img style="float:right;" src="http://static2.businessinsider.com/image/4ed7942e6bb3f7d035000033/sheryl-sandberg-ignition-2.jpg" border="0" alt="sheryl sandberg ignition 2" /></p><p><a href="http://weareultraviolet.org/">UltraViolet</a>, a political group that fights sexism, has a bone to pick with <a class="hidden_link" href="http://www.businessinsider.com/blackboard/facebook">Facebook</a>. It wants Facebook to put a women on its board of directors and is urging its 300,000 members to petition Facebook about it.</p>
<p>They have a point. More than half of Facebook's users are women -- 58% -- Facebook says. And women are more active users of Facebook than men, doing two-thirds the sharing.</p>
<p>So while Facebook is making a bundle selling ads to women, it is downright shameful that Facebook couldn't find a single woman board member to help advise it.</p>
<p>The irony of Facebook's all male board is that the company's COO, <a class="hidden_link" href="http://www.businessinsider.com/blackboard/sheryl-sandberg">Sheryl Sandberg</a> <a href="http://www.businessinsider.com/sheryl-sandberg-asked-gloria-steinem-if-were-in-a-stalled-revolution-for-women-2012-3#ixzz1rB7OU5gn">recently spoke out against how women were</a> being kept out of power positions. At last month's Women In The World conference in New York, Sandberg said, "Women have held 15 to 18 percent of top jobs for the past few years. Is this a stalled revolution?"</p>
<p>Facebook's all male board also doesn't jive with the rest of the tech industry, or even most of the Fortune 500. Companies like <a class="hidden_link" href="http://www.businessinsider.com/blackboard/linkedin">LinkedIn</a> and <a class="hidden_link" href="http://www.businessinsider.com/blackboard/google">Google</a> have a least one women on the board. Only 11.3 percent of the Fortune 500 had male-only boards last year, says women's research group Catalyst, <a href="http://www.bloomberg.com/news/2012-02-02/no-women-on-facebook-board-shows-white-male-influence.html">according to Bloomberg.</a></p>
<p>So what gives with Facebook?</p>
<p>Here is the letter that Ultraviolet sent to its members today:</p>
<p>&nbsp;</p>
<p style="padding-left: 30px;">Dear Friend,<br /><br />Facebook has a problem and you can help them solve it. <a class="hidden_link" href="http://www.businessinsider.com/blackboard/mark-zuckerberg">Mark Zuckerberg</a> recently wrote that part of Facebook's mission is to build tools that will help create the "direct empowerment of people, more accountability for officials and better solutions to some of the biggest problems of our time." [1]<br /><br />Unfortunately, Zuckerberg doesn't extend this philosophy to the way he runs his own business.<br /><br />The majority of Facebook users are women--58%. [2] Women are also responsible for 62% of the sharing that happens on the network and make up 71% of the daily fan activity on the site which is a huge source of revenue for Facebook. [3] <a class="hidden_link" href="http://www.businessinsider.com/blackboard/zynga">Zynga</a> accounted for $445 million of Facebook's profits last year and boasts 60% female users. [4]<br /><br />But in a few weeks, when Facebook goes public it will not have a single woman on its board--a decision that's not only in conflict with Facebook's own mission but one that's also just bad for business.<br /><br />That's why we're joining the Face It campaign and launching a petition to urge Facebook to invite at least one woman to join its board before it goes public. Past experience shows that Facebook cares a lot about its brand and will respond to pressure if enough of us speak out. And together, all of us have proven that when we take action together, we can have a big impact. Can you sign this petition today so we can deliver it to Facebook and the media next week?<br /><br /><a href="http://act.weareultraviolet.org/sign/facebook/" target="_blank">http://act.weareultraviolet.org/sign/facebook/</a><br /><br />Not having a single woman on Facebook's board makes no sense.<br /><br />Here's why: Companies with women on the board make more money. Studies have shown that there is a correlation between boards with female representation and increased returns on sales, investments and equity. [5] And companies with women on the board function better. Studies have also indicated that women improve the ways that boards function and make decisions. [6]<br /><br />Women are also widely seen as the future of the tech industry. Take Pinterest as an example, they've only been around for a year and are already one of the ten largest social network services. They credit their meteoric growth to their 97% female users. [7]&nbsp;<br /><br />With a white, male board, Facebook is behind the curve.<br /><br />This problem is easily solvable--there are countless qualified women, and it's smart business to have women on Facebook's board. But Facebook isn't going to act unless there's an outcry.<br /><br />We're organizing a big delivery of these petitions next week and a major media campaign to go with it. But we need your voice with us for this to work. Please sign today.<br /><a href="http://act.weareultraviolet.org/sign/facebook/" target="_blank"></a><br />Thanks for speaking out,<br /><br />--Nita and Shaunna, UltraViolet</p><p><a href="http://www.businessinsider.com/facebook-attacked-for-no-woman-on-its-board-2012-4#comments">Join the conversation about this story &#187;</a></p> http://www.businessinsider.com/two-goldman-sachs-board-of-directors-are-out-2012-4Two Goldman Sachs Board Of Directors' Members Are Outhttp://www.businessinsider.com/two-goldman-sachs-board-of-directors-are-out-2012-4
Mon, 02 Apr 2012 17:00:13 -0400Julia La Roche
<p><img style="float:right;" src="http://static1.businessinsider.com/image/4e5f9821ecad04cd76000015/goldman-sachs-shadow.jpg" border="0" alt="Goldman Sachs shadow" /></p><p>Two members of Goldman Sachs' Board of Directors,<strong></strong> John Bryan and <a class="hidden_link" href="http://www.businessinsider.com/blackboard/lois-juliber">Lois Juliber</a> are retiring.</p>
<p>Here's the <a href="http://www.marketwatch.com/story/retirement-of-john-h-bryan-and-lois-d-juliber-from-goldman-sachs-board-of-directors-and-appointment-of-new-lead-director-and-new-audit-committee-chair-2012-04-02">full release</a>.</p>
<p style="padding-left: 30px;">The Goldman Sachs Group, Inc. <span class="quotePeekContainer"> <span class="quotepeekbase bgQuote up" id="quote1685131760"> <a href="http://www.marketwatch.com/investing/stock/GS?link=MW_story_quote"> <span class="symbol">GS</span> <span class="data bgPercentChange symbol">+0.43%</span>&nbsp;</a></span></span> the Company today announced the following changes to its Board of Directors:</p>
<p id="" style="padding-left: 30px;"><strong>John H. Bryan</strong> will not stand for re-election at the Company's 2012 Annual Meeting of Shareholders consistent with the Company's retirement policy under its Corporate Governance Guidelines. Mr. Bryan has been a director and a member of each of the standing committees of the Board since November 1999; in addition, he serves as our Lead Director and as Chair of the Board's Corporate Governance and Nominating Committee.</p>
<p id="" style="padding-left: 30px;">Effective upon Mr. Bryan's retirement, James J. Schiro will be the Board's new Lead Director and Chair of the Corporate Governance and Nominating Committee. Mr. Schiro has served as a director since May 2009 and as Chair of the Audit Committee since September 2010. Mr. Schiro previously was the Chief Executive Officer of <a class="hidden_link" href="http://www.businessinsider.com/blackboard/zurich-financial-services">Zurich Financial Services</a>, and, prior to that, served as Chief Executive Officer of <a class="hidden_link" href="http://www.businessinsider.com/blackboard/pricewaterhousecoopers">PricewaterhouseCoopers</a> LLP.</p>
<p id="" style="padding-left: 30px;"><a class="hidden_link" href="http://www.businessinsider.com/blackboard/m-michele-burns">M. Michele Burns</a>, who has served as a director since October 2011, will be replacing Mr. Schiro as Chair of the Board's Audit Committee. Ms. Burns is currently serving as the Executive Director and Chief Executive Officer of the Retirement Policy Center, which is sponsored by Marsh &amp; McLennan Companies, Inc. Previously, Ms. Burns was the Chairman and Chief Executive Officer of <a class="hidden_link" href="http://www.businessinsider.com/blackboard/mercer">Mercer</a>, a subsidiary of Marsh &amp; McLennan Companies, Inc.</p>
<p id="" style="padding-left: 30px;"><strong>Lois D. Juliber</strong> will not stand for re-election to the Board of Directors at the 2012 Annual Meeting of Shareholders as a result of increasing time commitments associated with her other activities. Ms. Juliber has been a director of Goldman Sachs since March 2004. During that time, she served as a member of each of the standing committees of the Board.</p>
<p id="" style="padding-left: 30px;">"On behalf of the people of Goldman Sachs, I want to thank John for his extraordinary service to our firm since we became a public company. Throughout his tenure, he demonstrated the judgment, temperament and independent thinking that define an outstanding director," said <a class="hidden_link" href="http://www.businessinsider.com/blackboard/lloyd-c-blankfein-1">Lloyd C. Blankfein</a>, Chairman and CEO of the Company. "I am pleased that Jim Schiro will become our new Lead Director and Chair of the Corporate Governance and Nominating Committee. Since joining our Board, Jim has been an influential voice, and I know our people and our shareholders will benefit greatly from his deep experience in his new role on our Board. We appreciate Michele Burns' willingness to serve as Chair of the Audit Committee. Her background in finance, including as a CFO at several public companies, will be of tremendous value. Finally, I want to thank Lois Juliber for contributing her expertise and uncommon wisdom, particularly in her recent role helping to oversee the work of the Business Standards Committee."</p>
<p id="" style="padding-left: 30px;">The Goldman Sachs Group, Inc. is a leading global investment banking, securities and investment management firm that provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. Founded in 1869, the firm is headquartered in New York and maintains offices in London, Frankfurt, Tokyo, Hong Kong and other major financial centers around the world.</p><p><a href="http://www.businessinsider.com/two-goldman-sachs-board-of-directors-are-out-2012-4#comments">Join the conversation about this story &#187;</a></p> http://www.businessinsider.com/dan-loeb-pushes-to-get-his-people-on-yahoo-board-2012-3Dan Loeb Starts A Potentially Nasty Fight With Yahoo To Get His People On The Boardhttp://www.businessinsider.com/dan-loeb-pushes-to-get-his-people-on-yahoo-board-2012-3
Wed, 21 Mar 2012 10:10:00 -0400AP
<p>NEW YORK (AP) &mdash; One of Yahoo's major investors is urging shareholders to vote its four nominees on to the Internet company's board, launching a potentially nasty fight to transform its direction.</p>
<p>Hedge fund Third Point LLC, which has a 5.8 percent stake in Sunnyvale, Calif.-based <a href="http://www.businessinsider.com/blackboard/yahoo" class="hidden_link">Yahoo</a> Inc., said it thinks the struggling company would fare better if its representatives were in the boardroom helping overhaul Yahoo.</p>
<p>Third Point's letter, released in a regulatory filing Wednesday, comes a week after the hedge fund said it would launch a campaign to get its four nominees on the board if the Yahoo's management didn't accept them.</p>
<p>The proposed directors are Daniel Loeb, the hedge fund's manager; former <a href="http://www.businessinsider.com/blackboard/nbc-universal" class="hidden_link">NBC Universal</a> CEO <a href="http://www.businessinsider.com/blackboard/jeff-zucker" class="hidden_link">Jeff Zucker</a>; former <a href="http://www.businessinsider.com/blackboard/mtv-networks-1" class="hidden_link">MTV Networks</a> executive Michael Wolf and turnaround specialist Harry Wilson.</p>
<p>The company's board is in the midst of changes. Of the 11 directors, four, including Chairman Roy Bostock, have said they will step down at Yahoo's annual meeting, which is usually held in late June. The departures are part of an attempt to placate shareholders frustrated with a long-running financial funk that has depressed the company's stock price.</p>
<p>The company also appointed two new directors to its board last month.</p>
<p>But Third Point's letter said that the appointed directors were not in the best interests of Yahoo, and the board still lacked expertise in the media and entertainment industries, as well as in corporate restructurings.</p>
<p>Yahoo shares added 8 cents to $15.49 in premarket trading Wednesday. Shares have ranged from $11.09 to $18.84 in the past 12 months.</p><p><a href="http://www.businessinsider.com/dan-loeb-pushes-to-get-his-people-on-yahoo-board-2012-3#comments">Join the conversation about this story &#187;</a></p> http://www.businessinsider.com/the-board-of-directors-role-and-responsibilities-2012-3FRED WILSON'S MBA MONDAYS: How The Board Of Directors Workshttp://www.businessinsider.com/the-board-of-directors-role-and-responsibilities-2012-3
Mon, 05 Mar 2012 11:06:00 -0500Fred Wilson
<p><img style="float:right;" src="http://static6.businessinsider.com/image/4bf187607f8b9a351a670000/board-room-conference-table.jpg" border="0" alt="board room conference table" /></p><p>This is the first of a series of <a href="http://www.avc.com/a_vc/mba-mondays/" target="_self">MBA Mondays</a> posts on the topic of <a href="http://www.avc.com/a_vc/2012/02/mba-mondays-series-the-board-of-directors.html" target="_self">The Board Of Directors</a>. I want to dig into the role and responsibilities of the Board as a way to kickoff this series. But first a few disclaimers.</p>
<p>I am not a lawyer and I am not giving out legal advice on this topic. I am a practitioner and am telling you the way I see it and what I've learned over the years.</p>
<p>I think both are important perspectives. You will have to look elsewhere for the legal view on this topic.</p>
<p>The Board of Directors is the governing body for a company. All major decisions will need to be ratified by the Board. You will need the Board's approval to sell your company. You will need the Board's approval to hire or fire a CEO.</p>
<p>You will need the Board's approval to do a major acquisition. You will need the Board's approval to do a major financing, including an IPO. On all matters of major strategic importance, the Board will need to be engaged, involved, and supportive.</p>
<p>However, the Board should not run a company. That is the role of the CEO and his/her senior management team. The Board's job is to make sure the right team is at the helm, not to be at the helm themselves. Boards that meddle, that get too involved, that undermine the management team are hurting the company, not helping the company.</p>
<p>Boards work for the company. The company is their responsibility. They must always act in the best interests of the company and its major stakeholders; the employees, the customers, the shareholders, the debt holders, and everyone else that is relying on the company to deliver on its promises.</p>
<p>Some would say that the company works for the Board. But I think that is wrong. The company works for the market (and I am using the word market in all of its meanings) and the Board and the management team work for the company. Every director must put the interests of the company first and their interests second. This is called <a href="http://en.wikipedia.org/wiki/Fiduciary" target="_self">fiduciary responsibility</a>.</p>
<p>About ten years ago, I was in a Board meeting when management told the Board that they had uncovered significant accounting issues in a recently acquired company. This was a public company Board. And these accounting issues had flowed through to several quarterly financial statements that had been reported to the public. Every Board member who was also a material shareholder (me included) knew that the minute this information was disclosed, our shareholdings would plummet in value. But there was no question what we had to do. We had to hire a law firm to investigate the accounting issues. We had to immediately disclose the findings to the public. And we had to terminate all the employees who had an involvement in this matter.</p>
<p><a href="http://www.businessinsider.com/blackboard/things" class="hidden_link">Things</a> like fiduciary responsibility seem very theoretical until you find yourself in a moment like this. Then they become crystal clear. Directors often must act against their own self interests. They must do the right thing for the company, its shareholders, and its stakeholders. There is no wiggle room on this rule. For directors, it is the golden rule.</p>
<p>The hard thing about being a director is that many times, the right answer is not clear. Should we accept this extremely generous offer and sell the company? Should we ask the CEO to leave the company? Should we go public or wait a few more years? There are no formulas that you can run to tell you the answers to these questions. There is no "right answer." Only time will tell if the right decision was made. And even then, there will be debate.</p>
<p>Debate is what good Boards do. They put the key issues on the table and discuss them. Good directors are deeply engaged in the important issues and they are upfront and open about their opinions on them. They are respectful of the other Directors and listen carefully to opposing opinions. Boards should try to reach a consensus and then act on it. Board should not procrastinate on the big decisions. Boards need a leader to drive them. That leader is commonly called the Chairman. I plan to write an entire post on the subject of the Board Chair as part of this series.</p>
<p>There are many CEOs who want to manage their Board. That is a mistake in my opinion. A great Board manages itself and treats the CEO as a peer and gives the CEO's opinion great weight. But a great Board is not a rubber stamp. A great Board pushes the CEO and the company to make the most of the opportunities in front of the company. It makes sure that the CEO and the management team are pushed out of their comfort zone from time to time. It asks the hard questions that must be asked.</p>
<p>Boards are fluid. They should evolve. Members should come and go occasionally. There should not be too much churn but some churn is good. Board members should not coast. Board members should not treat their seat as a right (even if it is). Boards should always be looking for new blood.</p>
<p>I will end with a somewhat controversial statement in light of the way some of the most successful tech companies are run. Boards should not be controlled by the founder, the CEO, or the largest shareholder. For a Board to do its job, it must represent all stakeholders' interests, not just one stake holder's interest.</p>
<p>Next week I will talk about how a Board is selected, elected, and how it evolves over time.</p>
<p><strong>Read more posts on <a href="http://www.avc.com/">A VC &raquo;</a></strong><a href="http://feedads.g.doubleclick.net/~at/GyeNYmsa71NMe47-oHfZXm41YM0/0/da"></a></p><p><a href="http://www.businessinsider.com/the-board-of-directors-role-and-responsibilities-2012-3#comments">Join the conversation about this story &#187;</a></p>